**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** 


**AMENDMENT NO. 1 TO AIRCRAFT LEASE
AGREEMENT** (this “**Amendment**”) dated May

 26, 2010 (the “**Effective
Date**”), by and between **WHL MANAGEMENT LLC**, a California 

 limited liability company
(“**Lessor**”), and **WILLIAMS-SONOMA, INC.**,a California corporation 


(“**Lessee**”). 


**RECITALs** 


**WHEREAS**, Lessor and Lessee are parties to that certain Aircraft Lease Agreement dated 


May 16, 2008 (the “**Agreement**”); 


**WHEREAS**, Lessor, Lessee and Bank of America, N.A. (“**Bank**”) are parties to that


 certain Consent to Lease and Assignment dated May 16, 2008 (“**Consent**”); and 


**WHEREAS**, Lessee and Mr. Howard Lester (“**Executive**”) are parties to that certain


 Retirement and Consulting Agreement dated January 25, 2010 (the “**Consulting Agreement**”); 


and 


**WHEREAS,** pursuant to the Consulting Agreement, the parties agreed to maintain the full 


36-month term of the Agreement and the Executive agreed to cause Lessor to give Lessee an 


option to purchase the Aircraft; and 


**WHEREAS**,the parties desire to amend the Agreement to incorporate the agreements 


regarding the Aircraft set forth in the Consulting Agreement. 


**NOW, THEREFORE**, in consideration of the mutual covenants and agreements set forth


 herein, and for other good and valuable consideration, the sufficiency of which is hereby